Shadowsly
by BenThorne
Summary: One day in the labyrinth, Discord turned Fluttershy against her friends. When his magic infused her body, it found a part of her that she kept suppressed, hidden. It was the part where all of her anger, all of her hate lived. And now that magic has given those feelings solid form. This is a very grim story. I would not recommend reading it if you're squeamish.


Shadowsly

By: Benjamin Thorne

"Now now," said Fluttershy to two arguing birds, "Why don't you just make up and share some seed?" Accordingly, Fluttershy tossed the birds some more seed.

"Hahaha, how cute of you, Fluttershy." Said a voice out of nowhere, causing the two arguing birds to fly away.

"Oh…uh…Hello? Who's there?" A thought dawned upon her. "Wait a moment! I've heard your voice before. Oh…what was it?" Fluttershy scratched her head with her wing.

"Please, please I beg of you do not liken my voice to-"

The voice was interrupted by Fluttershy's exclamation of "Discord!"

"Ugh…" The voice groaned. "That was exactly what I was hoping not to hear." A short pause ensued and the voice continued, "How about this?"

"Uh-uh. You sound different now. You sound younger and less happy. Are you feeling alright?"

"Why thank you." There was a pause. "I suppose I should probably introduce myself." Fluttershy's shadow began to shift and roil and before long a portion of it detached. The portion continued to shift and morph until finally it chose the shape of a colt and became three-dimensional. A full black colt with a silver mane arose and stood before Fluttershy. Around the abnormally long and pointy horn, Fluttershy could see two red eyes filled with a sort of malevolence that she herself had never felt.

"Who – Who are you?" murmured Fluttershy as she took a few steps back and hid part of her head behind her wing.

The colt gave a laugh that set Fluttershy's bones trembling. "Yes, who indeed?" He paused to think for a moment before continuing, "A name _is _rather important, wouldn't you say, Fluttershy? Hmm… Well, given my origin I'd suppose my name would be-" He gave an exclamation and began to laugh again. "Yes! That's perfect! I think I'll be called Shadowsly!" He tilted his head. "What do you think?"

"Who are you, Shadowsly?" Fluttershy whispered fearfully.

"I suppose you could say that I am you, Fluttershy." He gave another laugh.

"But how could you be me? I'm right here." Fluttershy looked down at herself and back at Shadowsly.

"Do you remember that day back in the labyrinth? The day Discord managed to turn you with a touch? I was made on that day. Discord's touch infused your body with his magic and it found a part of you you didn't know you had, Fluttershy."

"W-what part is that?" Fluttershy's voiced trembled audibly.

Shadowsly gave another of his haunting laughs. "You have no need to fear me, Fluttershy, for, you see, I am your dark side. Every time a pony interrupted you or belittled you or made you feel hurt, every time you were caused worry, a little more was added to me. I am the embodiment of all the feelings you never knew you had, and that you never allowed yourself to feel."

Fluttershy paled. "So – so you're me?"

"Yes, well, no. I am only a part of you. You are still yourself in the sense that everyone else knew you, but now the wellspring of all your negative feelings has left."

"Wait – but if you're me, then why are you a Unicorn when I'm a Pegasus? That doesn't make sense."

"Since when has anything in this world made sense, Fluttershy?"

"Ah, I see… what you mean." She said somewhat sheepishly as she tucked her head back underneath her wing. Shadowsly's tail flicked back and forth, and with it, his rump. On one back swing; Fluttershy caught a glimpse of Shadowsly's cutie mark.

"What's your cutie mark, Shadowsly?" Asked Fluttershy.

"Hmm? My cutie mark?" He stopped his tail swishing and looked back. Upon looking back, he laughed again. "My "cutie" mark. Ill-fitting given my ability set. My mark is that of a skull, split partially down the center."

"What does that make your ability, then?"

"Demolecularization, my dear."

"De-molec-ular-ization?" Fluttershy sounded the word out slowly, in a voice sounding of shock.

"Yes. Allow me to give you a demonstration." Shadowsly turned out towards the field of animals. "I can do this." He pointed to a rabbit with his horn and it slowly crumbled into dust from the tip of its ears to the pads of its feet. "And this." He pointed to a bird and a bolt of red light shot forth from his horn and smacked straight into it. The bird shook its head and wings, and a few moments later, exploded. "I can also do this." He pointed finally to an otter and his entire horn began to glow red. Fluttershy watched in growing horror as the otter's skin began to expand, just ever so slightly. A few moments later the skin burst along its side and the creatures blood began to flow. The entrails began to spill out and the otter wailed horribly as its flesh was ripped from its bones.

"Stop that right now! Stop hurting my friends!" But by the time Fluttershy finished her demand, all that was left of the otter was a grinning skull. Fluttershy's righteous anger boiled up inside her and she began to give Shadowsly the stare for which she had become famous.

Shadowsly began to laugh heartily in his bone-trembling way and said, "Yes that one does take a little while." He looked over at Fluttershy. "That will not work my dear, for you see, I am the one who gives your stare its power."

Fluttershy took a step back in shock upon hearing those words, but her eyes remained hard as ever.

"Hmm, it seems that it still has some effect. I suppose I shall leave now. So many ponies to kill and so little time." Despite his cavalier attitude, Shadowsly was quite shaken up by Fluttershy's stare. _Odd, it shouldn't have any effect on me, _He thought as he walked away.

Fluttershy stared after him for a few moments before regaining her senses. "I have to warn everyone!" She realized with a sudden shock. "But who would know what to do?" She thought for a moment. "Maybe Rainbowdash will!" And with that she took flight towards Cloudsdale, growing smaller and smaller in Shadowsly's vision until she disappeared entirely.

"Good, my dear. Go and fetch your friends. I have some work to do and a battleground to prepare." He paused for a moment in his monologue and began to think. "A pair of wings might be helpful." He glanced around and his eyes alighted upon some old metal. "Perfect." His eyes glowed as red as his horn and the metal began to rise and whirl around Shadowsly. There was a bright flash of light and the metal disintegrated, the particles falling slowly onto his shoulders, forming wings. There was another flash of red light and Shadowsly stretched his new steel wings. He glanced back and smiled at what he saw. A razor sharp blade of steel jutted out from each shoulder and smaller, though still quite sharp blades branched out from there, filling in the rest of his wings.

"Blade wings." He chuckled to himself as he took flight. "How fitting. I think I shall start with a little bit of mischief. To- (Blast! What was that place's name? Ah, yes.) To Canterlot!"

It was nighttime by the time Shadowsly arrived at Canterlot. His mane and wings glowed silver in the abundant moonlight.

"Ha ha ha," Shadowsly chuckled to himself. "How fitting it is that it should be nighttime when Nightmare Moon is resurrected." He gave a silent chuckle and flew stealthily below the watchful eyes of the Pegasi guards. Upon reaching the Lunarium, Shadowsly alighted upon a ledge.

"My my, how to get in…" He mumbled to himself. He mentally checked his abilities and every spell he knew.

A wicked smile swept its way across Shadowsly's face. His horn began to glow red in the darkness and Shadowsly slowly reverted back into a shadow. His disembodied shadow crept along the walls until he reached a window and slipped inside.

On the inside of the Lunarium, Shadowsly slid his way to the ceiling. Down below, he saw Princess Luna hard at work keeping the moon moving.

"Nightmare Moon? Is that thou?" Shadowsly's voice echoed throughout the room.

"To whom does this voice belong?" Returned Luna, turning from her work and facing the empty room.

"Oh, Nightmare Moon, however did this happen to thou. Thou art but a shadow of thy former self!" Shadowsly dripped slowly from the ceiling and re-solidified on the ground, stretching his neck and wings.

"I am Nightmare Moon no longer. Now I am called Princess Luna." The Princess paused for a moment before continuing. "And I am far better than I was previously. Now, answer my question. Who art thou?" Her horn began to glow menacingly.

"But are thou really better now, dear Queen? Are thou happier than thou were before?" Shadowsly tilted his head in a most innocent way and took a few shy steps towards Princess Luna. "Art thou truly happier being relegated to a position far below thy talents and denied thy rightful position while everypony else jests about thee behind thy back?"

"Lies! Why dost thou lie so?" Exclaimed Luna, taking a step backwards, her eyes wide.

"And still the ponies deny the night and thy greatness!" He continued, taking a small step forward. "Art thou truly satisfied with thy current situation, friendless, hopeless, and pitied? Thou were so much more not long ago."

"Thou spewest lies in a torrent!" Bellowed Luna, becoming more forceful.

"I do not. Allow me to prove myself." In an instant, Shadowsly was face-to-face with Luna, and his horn alighted lightly on her forehead. Images streamed into Luna's mind, overwhelming her. She saw ponies laughing after she had passed by. She saw ponies frolicking in the fields and towns during the day, but shunning the night and her ancient anger began to rise. Worst of all, she saw her own sister, Princess Celestia, looking pityingly after her as she left the throne room.

Lightning cracked the sky and shone just outside the window of the Lunarium, causing Shadowsly to jump and remove his horn. He was about to begin again when he noticed a cloud enter the room. It was a dark cloud and hung close to the floor. Where the moonlight hit it, it shone purple and sparkled. The cloud began to gather around Luna and spun, going faster and faster.

Shadowsly's mouth turned upwards in a malicious grin as he saw what was happening. He bent his head and kneeled down onto one knee.

"My Queen Nightmare Moon. It is gladdening to see thy resurrected form." He said in a humble voice.

"Thou did well in awakening me. Thee will be rewarded in the everlasting night to come. I must away!" Nightmare Moon spread her wings and charged for the window.

"A moment, my Queen, if you will." Said Shadowsly, head still bowed.

"What dost thou want?" Came the impatient reply.

He stood up straight and began to walk over to Nightmare Moon. "To give thee a parting gift." He touched his horn to her forehead and it glowed red once more. "I have given thee some of the magic which I control. It should return thee to thy full strength after these many years of rest and imprisonment. Your sister will be no match for thy prowess now." He bowed his head as he took a step backwards.

Nightmare Moon opened her eyes, now slightly tinted red, and said, "I thank thee for thy generous contributions to my efforts. Thou will hold a place of power in my new kingdom!" And with that, she dashed out the window.

"Ha ha ha," Shadowsly chuckled and rolled his eyes. "Ponies with an inferiority complex are so easy to manipulate." He looked out the window. "Morning already? My how time flies." Something outside caught his eye and let loose another laugh. Nightmare Moon was silhouetted by the rising sun. "My, what delicious irony that the sun should rise at the same moment as the moon!"

He shook his wings and walked towards the window. "Unfortunately, I do not have enough time to enjoy this. So much more to do, and so little time to do it in." He jumped out the window and spread his wings. No Pegasi guards were in sight, so he surmised that Nightmare Moon must have them preoccupied. As he soared on the breezes, he spotted his next target and began to turn in that direction.

With a few short flaps he was in the royal gardens and standing staring up at the statue of Discord.

"Wakey wakey," Shadowsly said.

While all of this had been happening, Fluttershy had been beside herself with worry.

"Oh, what should I do? I can't find Rainbowdash anywhere!" She fluttered from cloud to cloud.

The winds began to pick up and soon Fluttershy heard "Look out!" And not half a moment later, Rainbowdash slammed into her.

"Oof! Fluttershy, look where you're going!" Rainbowdash scolded.

"Oh, um, I'm sorry." She turned to go, and then remembered why she came. "Rainbowdash, wait! Something bad is happening!"

Rainbowdash had never seen Fluttershy so worked up before, and she stopped mid-flap. "What is it, Fluttershy?"

"I… oh, um… Well, my shadow, see, it… it…" Fluttershy practically whispered as she struggled to speak.

"What? What is it? Come on, Fluttershy, speak!" Rainbowdash urged. "Start at the beginning!"

So Fluttershy started at the beginning and told Rainbowdash everything that had happened.

"Ohmygosh! We have to tell Twilight about this!" Rainbowdash exclaimed when Fluttershy finished.

"O…okay." Fluttershy said quietly and the two dashed off for the library.

It was dusk by the time they reached Twilight Sparkle's house/library. Rainbowdash wasted no time and immediately flew straight up to the door and began pounding on it with her hoof in a frenzy.

"Twi! You gotta hurry! C'mon and answer the door, Twi!" Rainbowdash said between flurries of knocks.

"Oh, please hurry Twilight." Said Fluttershy meekly

"What is it you guys?" Asked Twilight Sparkle peeking her head around the door, nightcap hanging off at a strange angle. "I was getting ready for bed."

In a rapid flurry of words, Rainbowdash explained the situation. "Fluttershy'sshadowcametolifeandnowit'stryingtokilleveryponyinPony villeandyougottahelpusorwe'realldead!"

"Oh my gosh, that sounds bad. Now come back when you have a real excuse, Rainbowdash." Twilight said before closing the door.

Rainbowdash and Fluttershy exchanged a look and they both began knocking on the door frantically.

Twilight opened the door again and said, "Wow, you guys really are persistent about this shadow thing aren't you?" Twilight's head turned nearly sideways. "Come to think of it, I think I've read about something like this before. Come in, you two, while I find that book. Spike!"

Rainbowdash blurted out, "No time for books! We have to act now!"

Twilight turned on her hooves and looked at the two Pegasi standing/floating in front of her. "Wow, you really are serious about all of this, aren't you?" She paused a moment. "Alright, let's move out. Rainbowdash go fetch Pinkie Pie, and Fluttershy you go get Rarity. I need to grab some things. Let's meet up at Applejack's orchard, ok?"

Both Pegasi nodded their assent and flew off as Twilight turned back into her house.

"What did you want, Twilight?" Spike asked, coming down the stairs, rubbing his eyes.

"Nothing, never mind, go back to bed." She replied nervously. _I can't let anypony find out. _She thought.

Dawn was just breaking on the horizon when Twilight emerged from her house again.

"Strange, the sun shouldn't be rising already." She turned in the direction of Applejack's orchard. In turning she saw black storm clouds gathering in the direction of Canterlot. "I hope that that doesn't mean anything ominous is occurring in Canterlot." She said as she began walking.

Back in the royal gardens, Shadowsly was gathering up all of his power and charging it into his horn. Soon the horn had an aura of glowing red light several inches thick. He strode towards the statue of Discord, and lowered his horn. When he stood at the base of the statue he raised his head and looked defiantly into the statue's cold stone eyes. He reared his head back and brought it forward, lightly tapping the statue.

Upon completing this action, a crack formed in the stone, a red glow emanating from it. Smaller cracks branched off like tributaries, each one glowing red and each one growing. Within moments the entire statue was encased in a red glow.

"Well hello there, Shadowsly, didn't expect to see you there. Awfully nice of you to come and free your dear old dad. Say have you spread chaos yet? I do hope that you saved some for me. Well, come on then spe-" While Discord had been babbling on, Shadowsly's head was lowered, eyes covered by his mane.

"Shut up." Shadowsly said, cutting Discord off mid-word. He took a step forward and plunged his horn through Discord. He wrenched his horn to the side enjoying the fresh look of pain and betrayal that swept across Discord's face. The blood was running freely down Shadowsly's horn and onto his face.

"Funny, I figured you for something cold-blooded. Hmph, you learn something new every day." Fresh blood and entrails came pouring out of the wound. A splinter of bone peeked its head out of the pink muscle that was torn to shreds.

"Die you bloody idiot. I mean, honestly, you were defeated by six ponies. Not even royal ones like the time before." Shadowsly plunged his horn even deeper into Discord's body and sent a pulse of his magic into him. Discord's body began to come apart, shred-by-shred, each shred turning black and defying the laws of gravity. Soon the entirety of Discord's corpse was naught but black floating shreds. Shreds which now began to circle faster and faster inwards towards where Discord's center had been. All of the black scraps merged in a flash of blinding white light and six stones dropped to the ground.

"That's what I was hoping for, the six elements of discord. The Magic of Entropy, the anti-magic. Deceit, the anti-honesty. Avarice, the anti-generosity. Gloom, the anti-laughter. Treachery, the anti-loyalty. And finally my favorite, Cruelty, the anti-kindness. I have now all the items I need and am but one step from success." Shadowsly let out a maniacal chuckle. "Hmm, though, I wonder what I ought to do about these stones." He thought for a moment. "I suppose I ought to do it the same way Discord did all those centuries ago." He knelt down first before the stone of Entropy. He took it very gently in his teeth, and swallowed it whole. He proceeded in kind until all six elements had been swallowed.

"Hahaha. I can feel them being absorbed into my very being. The sources of the very qualities that I embody are mine." He glanced towards the sky. Though it was now dark with storm clouds, he could tell that it was still early morning. Lightning flashed, and when it did, it silhouetted the shape of two winged unicorns battling it out in the skies above.

"Far too easy to manipulate." He muttered to himself. "I'm afraid that I have somewhere to be in only just a few moments, but I am _hours_ of flight away." An evil smile spread across his visage. "I've always wanted to try this." He stepped into the shadow of a nearby statue…

And out of the shadow of an apple tree.

"Shadow teleport, how useful." He said to himself. "Ah, perfect. Applejack's orchard."

He went to the center of the nearby road and called, "Oh, Applejack? Where are you?"

"Huh? I don' recognize th' voice. Who's there?" Applejack trotted into view. "Oh, well howdy-do par'ner? What can I help you wi-?" Her words were cut off as the end of her snout slowly turned to gray dust, disintegrating and falling away.

Shadowsly's horn glowed bright red as Applejack's body slowly began to turn into dust. "Ugh, I thought you would never shut up." A scream of agony ripped itself from Applejack's lips before they, too, turned to dust and blew away. Slowly and bit-by-bit her body turned. The dust encroached first on the skin, starting at the outermost extremities, and working its way up to her flank. There, it slowly bit into the cutie mark, devouring it piece-by-piece, apple-by-apple until there was nothing left but dust on the wind.

Applejack's legs began to give out, but she was caught by the telekinetic power of Shadowsly's horn. "Ah ah ah, I want you standing for this." He scolded. Applejack's eyes stared at him, full of tears pleading silently for him to stop. By this time, her skin had been completely eaten away and all that was left externally was raw and bleeding muscle. The blood ran down through the trenches of the muscle and pooled at her hooves.

The disintegration began biting into her muscles, picking up speed as it went. A hoarse cry escaped her torn-open throat before being gargled by blood. Her entire body jerked upwards when her bones began turning. This continued on for a little while until all that was left was the upper portion of her face and her still-beating heart. The eyes stared blamingly at Shadowsly.

"Oh, now, don't be that way. Death is, after all, the inevitable end for us all!" Upon the end of his last word, the disintegration finished and Applejack's hat dropped to the dust.

Shadowsly chuckled. "This was fun." He turned around. "Uh-huh." He said, almost in disbelief. Applejack's entire family had surrounded him.

"What did you do to our Applejack?" One of them demanded.

"Bring her back!" Another cried.

"Oh look, a redmane convention." Shadowsly said, his voice dripping in sarcasm.

"GET HIM!" The crowd roared as they all descended upon Shadowsly.

The corner of his mouth turned upwards and he felt the power of Entropy rise within him. The power burst from him in a wave that shook the ground and cracked it. Anypony in the way of the wave disintegrated, exploded, or melted. The ground shook violently at the power unleashed upon it in a shockwave that must have been felt for miles.

Twilight Sparkle charged along the lane leading to Applejack's orchard, until she suddenly felt the earth heave beneath her feet.

"What was that?" She said as she redoubled her efforts. In moments, she saw the carnage. Pieces of ponies were strewn every where, and a thin coating of gray dust covered it all. There were several piles of bones, many of which were in painful positions, and rivers of blood flowed. At the center of it all, there was a ring of buckled earth, and in the center of that, a jet-black colt.

"Shadowsly?" Asked Twilight tentatively.

"Ah, Twilight Sparkle," He replied, turning towards her. "I was wondering when you'd show up."

"What happened here?" Twilight asked, taking a step forward.

Shadowsly grinned malevolently and instead of answering, telekinetically lifted Applejack's hat over to Twilight. "Why, I killed them all of course." Shadowsly let loose one of his bone-chilling laughs.

The hat landed at Twilight's feet and she stared down in disbelief at it for a moment. "Then… then… she's gone?" Twilight said in a stunned voice.

"Yes, and her family as well." Came the all-too-cheerful reply.

"Why would you do something like this?" Twilight's head whipped up and she stared defiantly into Shadowsly's eyes. "Why?!" She practically screamed at him.

Shadowsly disappeared from the center of the rig of buckled earth and reappeared right next to Twilight, but facing the opposite direction. "Do I really need a reason to do anything? What is life but a never-ending series of chaotic events and the only relief we get from the last is the next." He disappeared again and reappeared right in front of her face. "Though to be fair, I only killed all of Applejack's family in an act of self-preservation. I think they were going to kill me." He said mock-innocently.

"Why were they trying to kill you?" Asked Twilight.

"Oh, because I killed Applejack of course." A malicious grin swept over his face.

A pained look swept across Twilight's face and she lowered her head as a tear fell into the gray dust that was settling on the ground. "Why would you do something so horrible? Applejack was a kind, honest, and loyal friend who was always ready to help, no matter the situation. Why would you kill her?"

He stepped back and transported himself into the center of the ring again. "Well that one's easy!" He yelled. "I'm going to kill everypony in Ponyville!"

"I see. So that's it." Said Twilight, slowly lifting her head, her voice becoming more bold and determined. "In that case, I'm going to have to stop you." Once again she stared defiantly into Shadowsly's eyes.

Shadowsly burst into laughter. "Have you not seen the chaos I've created? Not even Discord could stand against me! What reason do I have to be afraid of you?"

"Because of this." Twilight said rapidly. A bolt of purple lightning descended from the clouds that were congregating overhead.

Shadowsly rolled to the side, narrowly avoiding getting hit by the lightning. "What, is that it?" Shadowsly gave a laugh. "Weak, Twilight Sparkle, weak."

"There's also that." She said matter-of-factly. As a glowing orb of fire flew towards Shadowsly from the side.

He deflected the fireball upwards, but a small piece of it got past and slammed into his side, leaving a small burn. "Shhhhhhhhhh." He hissed. "Clever filly. You did both the fireball and lightning bolt at once and sent the fireball I an arc while the lightning distracted me. Clever, clever filly." He stood up straight and stretched his wings out. "But it shall take more than that to defeat me. Watch." His horn glowed red for a moment, and a massive tree to Twilight's left began to fall.

Twilight used her horn's telekinesis to stop the tree, but it was massive. She grunted under the weight of it and her hooves slid backwards a little.

"Oh my," said Shadowsly in mock horror. "Is that tree too much weight for you?" He loosed another of his laughs.

Suddenly a second light enveloped the tree and it began to raise, inch by inch.

"Dear me, it seems reinforcements have arrived." Said Shadowsly turning in Twilight's direction as two ponies burst onto the scene. "Hello there, Fluttershy, and this is Rarity, I take it?"

With a grunt from both Twilight and Rarity, the tree toppled over in the opposite direction. "That's right." Said Rarity, "Fluttershy filled me in on the way here and we won't let you hurt any more ponies!" She paused for a moment. "But I do like the coordination of your mane and wings. How pretty." Said Rarity studying Shadowsly.

A click of annoyance passed over Shadowsly's face, though he had no time to do anything about it as two more charged up.

"And this must be Rainbowdash and Pinkie Pie, correct?" Said Shadowsly inquisitively.

"Yup, that's me!" Bubbled Pinkie Pie.

"Stop whatever it is you're doing, Shadowsly, 'cause you're going down!" Rainbowdash hollered as she swooped down at him.

"Oh my. How cute." He said calmly right before he teleported three feet vertically from his position. Shadowsly fanned out his wings and drifted gently to the ground after Rainbowdash had passed beneath him.

"The five of you are finally assembled, are you? Good for you." He noticed a glint around the neck of all but Twilight Sparkle. "And you have the Elements of Harmony, very good!"

"That's right," Said Twilight, "And we'll defeat you like we defeated Discord! With the magic of friendship!"

"Hahahaha, You beat Discord because he was weak and arrogant. I, on the other hand, am not."

The Elements of Harmony began to light up, one after another, and slowly the dust around the five ponies feet began to rise and swirl around them.

"Tsk tsk, can't have that." Said Shadowsly as he stepped over the ring of buckled earth. "I still have so much work to do before we fight." He took one more step and disappeared into a shadow.

"Where did he go?" Asked Pinkie Pie as she fell on her rump, her head tilted sideways and her element's glow faded.

"Where else," Asked Twilight as the five ponies turned around, "but Ponyville?"

By the time Twilight and the others arrived, Shadowsly's work was nearly done. The town was red, the color splashed upon every wall and running in trickles down the street. Little bits of ponies lay scattered about as gray dust swirled on the wind. A portion of intestine hung off the bakery shop's sign. Towards the end of the street, a pony was suddenly set alight. It ran around, desperately attempting to quench the flames. The pony collapsed in the street, skin, muscles, and fat still burning. The acrid stench of burning mane reached the nostrils of the five friends as the baleful eyes of the deceased pony stared up at them, almost as if blaming them for not arriving sooner.

"Who could… who could do such a thing?" Asked Rarity, a lump forming in her throat.

"Who else," Said a voice landing in front of the group of friends, wings retracting, "but I?"

"Shadowsly!" Cried Twilight, "Why would you do all of this."

A pony ran behind Shadowsly, but did not come out the other side. A blood-curdling scream was heard and more gray dust swept by on the wind. "Why!? I'll tell you why!" He said, his face contorting from rage. "It's because-"

"Can it!" Yelled Rainbowdash as she charged at him. This time, however, Shadowsly did not jump. He instead extended his wings, and the razor-sharp blades caught the tips of Rainbowdash's shearing them off.

"Aah!" Yelled she in a mixture of pain and fright as she crashed into the ground. Blood from her wings spattered the faces of her friends.

"I think I'll take these." Said Shadowsly, turning to face Rainbowdash. Light from his horn enveloped her wings, and slowly the began to move away from her body. Rainbowdash's face contorted in agony as audible pops were heard coming from her wings. A scream of pain tore itself from Rainbowdash's throat as the skin began to separate, just a small tear at first, then working its way around until the flesh was apart. The tendons in the wings were exposed and began to stretch until one by one they all popped and rivulets of blood began running down her flank. With a final yank, Rainbowdash's wings were torn from her body. She lay there on the ground, her breathing ragged and her eyes filled to the brim with tears.

Shadowsly's eyes softened a little at the sight of her eyes and he said, "As you are a friend of Fluttershy's I will permit you a quick death." He took a step towards her, his horn glowing brightly, but before he could get there, Twilight teleported between them. She whispered a few words into Rainbowdash's ear and both of their elements began to glow. Within moments, Rainbowdash was on her feet again, healthy and whole, even her wings had regrown.

"This is the power of the Elements of Harmony!" Shouted Twilight and Rainbowdash together. They disappeared and reappeared next to their friends. "And now we'll show you the true power of the magic of friendship!"

First Twilight's element began to glow, followed by Rainbowdash's and Rarity's, then came Pinkie Pie's, and lastly Fluttershy's element flickered on. The five friends rose, the light from their elements a blinding white.

"We banish you, Shadowsly, into every shadow of every tree and every rock, there to be sealed until your day of judgement." Spoke the five in perfect unison. The light grew brighter and brighter, until finally a beam of the purest white light shone forth, hurtling straight towards Shadowsly.

"Hmph." He grunted. The light slammed into the orb of red now surrounding Shadowsly. A crack formed in his shield.

"Keep it up girls, we're almost through!" Yelled Twilight to her friends.

A smile formed on Shadowsly's face as the crack widened. He flexed his wings and the red orb expanded suddenly, bowling the five over in an explosive amount of force.

"You didn't stand a chance." Said Shadowsly walking calmly in front of Twilight. "There are only five of you. In other words, you're missing the sixth element, whereas I have all six."

Shadowsly walked over to Rainbowdash. "As promised, a quick death." He tilted his head. "Well, relatively." His horn once more glowed red, and one by one Rainbowdash's feathers were plucked. A scream of pain tore itself from her throat each time a feather was plucked. By the time the feathers were gone, Rainbowdash was out cold.

"Tsk tsk, don't you know that it's rude to fall asleep when you're with others?" Asked Shadowsly, his horn touching her forehead and turning the touched area black and causing her eyes to shoot open. "That should keep you awake," he said. His horn began to glow red and Rainbowdash's body began to rise limply from the ground.

"Ugh." She grunted as she strained against his force. She stared Shadowsly in the eyes, her own revealing the depths of her fear. And her defiance. With a tilt of his horn, her skin began peeling away like willow bark, and still her eyes remain fixed on his. Within a few short moments, there was nothing left of Rainbowdash but a single blue scrap floating away on the wind.

"Rainbowdash!" Rarity cried out. "How dare you, you brutish oaf!" She railed at Shadowsly. Her horn began to glow and the ground between them began to rise, as though to explode, when gemstones suddenly pierced the surface, lifted up into the air by the power of Rarity's horn, swirling before launching themselves at Shadowsly. With a dismissive flick of his horn, he redirected the blast into a nearby house, causing it to collapse.

A spear of red light launched itself from Shadowsly's horn, and pierced Rarity's body. A look of shock enveloped her face, her jaw dropped, and eyes opened wide. She slumped to the ground, where she slowly turned to dust.

"Dodge this!" Pinkie Pie yelled from Shadowsly's left. Immediately after, a canon sounded, and a massive force collided with Shadowsly, slamming him into a nearby building.

"Confetti, Pinkie Pie?" Twilight asked, standing up.

"I didn't have time to reload." She replied, falling back on her rump and shrugging her pink shoulders.

The confetti exploded outwards from the building, and Shadowsly emerged, wings extended.

"Oof." He grunted. "That was clever of you, Pinkie Pie. Very clever. But not enough to kill me."

"I didn't want that to kill you." She said, walking towards him, her head turning sideways. "'Cause then I couldn't do this!" She produced two knives from her mane and closed the distance between herself and Shadowsly in an instant. Her knives moved with blinding speed as Shadowsly brought his wing up to protect himself.

"Both interesting and bothersome." He said calmly. There was a flash of red light as he teleported to the other side of Pinkie Pie. A laugh unlike any other that her friends had ever heard emanated from Pinkie Pie's throat as she charged. Shadowsly met her, wing to blade, in a fearsome battle. Sparks flew as the two fought. An immense cloud of dust rose, caused by the blinding speed with which their hooves moved. Light glinted off of Shadowsly's wing tips as he raised them above the cloud. He brought them down rapidly, causing the dust to disperse. The two stared at each other for a moment.

"It's time to use the power of laughter!" Pinkie Pie yelled to Shadowsly. From her snout issued an unearthly howl of laughter. The power of the laugh disrupted the air in its path, causing it to shimmer, and the ground to buckle.

"That won't work on me, Pinkie Pie. I can fly." Shadowsly took off, his massive wings beating twice to get him off the ground. Pinkie Pie shifted her aim to the air. The massive laugh forced Shadowsly's wings back.

"Oh forget this." Shadowsly sighed. A bolt of red lightning launched from Shadowsly's horn and arced to Pinkie Pie's knives.

"Ugh." Pinkie pie grunted as she dropped to one knee. "That won't be enough to stop me!" She straightened up and stared Shadowsly in the eyes. Shadowsly smiled back. Pinkie Pie's eyes widened as she dropped to her knee again.

"Pinkie Pie? What's-" Twilight recoiled in horror as she was what was happening to her friend. "Pinkie Pie!" The pink pony's skin began to bulge and relax, roiling as a look of horror crept outwards from her eyes, slowly overtaking the psychotic expression. As one of the bubbles of skin finally burst, Pinkie Pie unleashed an agonizing howl of pain. Blood began to run down her side, darkening the pink skin. The edges of her mane caught ablaze and the flames began to writhe their way down to the roots, burning and blackening little trails on the skin. Her skin continued to roil and bubble, bursting and bleeding. Pink muscle lay exposed stark against the darkened skin. Slowly, each tendon popped giving a loud snap as they broke. With each snap, Pinkie Pie and Twilight flinched, each time a little harder. Another howl loosed itself from Pinkie Pie's lips. Her corpse dropped to the ground before the entire thing combusted, a final, horrible howl issuing from the flame. A howl that turned to a haunting laugh. The pony on fire lifted herself from the ground, still laughing an unholy laugh, and charged at Shadowsly. His face a blank, he threw out his wing, slicing the psychopath down where she stood, but still her laugh continued. The horrid mirth finally ended with a gurgle.

"And then there were two." Shadowsly said, turning from the carnage of his last battle.

A tear rolled down Twilight Sparkle's face. "You- you've killed all my friends... My town... Everyone... I know I shouldn't, but-" She straightened out. "I can't let you live!" A bolt of purple lightning launched from Twilight's horn. Flashes lit up the storm clouds above, silhouetting two alicorns engaged in battle high above.

A contemptuous flick of Shadowsly's wing redirected the bolt. He charged forward, carried on his wings, as a fireball struck the ground where he'd been moments ago. "That won't work twice, Twilight Sparkle."

Tears flowed freely on Twilight's face. "You've killed all my friends." She repeated.

Shadowsly's gaze shifted over to Fluttershy who was frozen in shock. "Do you hear how she excludes you from 'her friends'?" Fluttershy snapped back to reality, her eyes filled with pain.

"Twilight?" She asked quietly.

"No! I hadn't meant that!" Twilight glanced back pleadingly.

"She's lying. The first reaction is always the most truthful, Fluttershy. She blames you for all of this. For being my source." Shadowsly spoke calmly, convincingly.

"Is that true, Twilight?" Fluttershy asked, her voice betraying the pain of the betrayal.

"No! I mean, you did cause him, but-"

"So it's true!" Fluttershy exclaimed. "You do blame me!" She turned and ran a few steps before taking flight.

"No! Fluttershy, wait!" Twilight called out, starting to run in her direction.

"Not so fast, Twilight, You still have to deal with me." Said Shadowsly appearing in front of her. He slashed diagonally in the air at her, but she ducked. She shot upwards from her crouched position, directly into Shadowsly's chest, knocking him back.

"You did this! You drove Fluttershy away!" Her horn began to glow purple, the aura around it nearly palpable with the power charged into it. Pinkie Pie's knives, Rarity's summoned jewels, the bones of the slain, the gray dust on the ground all began to rise. They swirled around Shadowsly, picking up speed. Twilight Sparkle strained visibly under the stress, a drip of sweat falling down her face. The party cannon lifted, and joined the swirling storm. Walls of the swirling material rose around Shadowsly. A flame jumped in and spread throughout the vortex. The gem on Twilight's crown glinted and glowed in the gloom.

"This is your end, Shadowsly! I won't allow you to hurt any more ponies!" the massive flaming vortex converged in the central point where Shadowsly stood, a massive pile of burning rubble, jewels, and bones.

Shadowsly's bone-chilling laugh echoed over the dead ground. Two black flashes blinded the air, leaving two glowing black lines in the pile where Shadowsly was buried. The pile bulged slightly. A black anti-light absorbed the area as the pile exploded outwards. Shrapnel of bone and gem embedded themselves into the ground and nearby houses. Twilight barely had time to shield herself.

"This is the power of the elements of discord." Said Shadowsly, calmly pacing forward from the epicenter of the explosion. The blackness faded from the area, allowing colors to slowly leech back. "You never stood a chance, Twilight. Not since Applejack died."

"You mean since you killed her." Twilight spat back defiantly.

"Whatever suits your fancy." Shadowsly said flippantly, a frown tugging at the edge of his mouth.

Twilight stood up tall. "You know, symbols have amazing power, given to them by the things which they represent. I'd hoped not to use this - this one spell taught to me personally by Princess Celestia." She lowered her horn. "The symbol of love, of friendship, of every positive feeling ever felt by anypony anytime in the course of history!" The air began to ripple around her horn. The colors of the world around them seemed to travel to her horn, lending her their power.

"Then I suppose I shall counter with a symbol of my own." Said Shadowsly, standing tall and lowering his horn. A white light began radiate from his horn. But this white was not one of light, not one of life. This was the white of sun-bleached bones. Of death.

They unleashed their beams simultaneously, Twilight's one of rainbow, and Shadowsly's one of white death. The two beams met in the middle, each trying to force the other backwards, neither gaining nor giving ground. The storm clouds were illuminated by flashes of magic. Flashes that were growing in intensity and frequency. One final, massive flash lit the sky. In the after-glow Twilight and Shadowsly say the bodies of two alicorns falling to the ground.

"There goes, it would seem, your mentor, Twilight Sparkle." Said Shadowsly with a smile on his face.

A tear rolled down Twilight's face. Her face contorted in grief and rage, she drew back and shoved forward with her beam. The force of the two met and blew outwards, leaving a crater in between the two and leveling the buildings around.

Shadowsly stood up. "That was the last of your power, Twilight." He flew over the crater to where Twilight lay, struggling to stand. "The last of your friends is now gone, too. I told you, you cannot defeat me."

Twilight's head collapsed to the ground, a tear rolling down her cheek. Shadowsly's head dipped down, horn hovering over her face. "You fought admirably." Shadowsly's voice sounded almost sad, and a tear rolled down his cheek as he lowered his red horn to touch her cheek. Twilight's body dissolved to gray dust without a whimper on her part and blew away on the wind.

Shadowsly stretched his wings and took off straight up five tears rolling down his face. He drifted on the wind for a moment before he saw Fluttershy. She was lying in the center of town, wing covering her face, sobs racking her body. He alighted next to her, landing gently just as the clouds broke open.

Fluttershy stood up. "This is your fault. Because of you all my friends turned against me."

Shadowsly's face fell. "I showed you the truth, Fluttershy." Rain soaked his mane and tail, causing both to droop. "Your so-called friends thought nothing of you. They interrupted you, ignored you, they never listened to your ideas. You heard for yourself what Twilight said." His head fell as he stared at the ground. "I only showed you the truth."

Fluttershy slowly stood up tears still running down her face. "You-" her voice caught, "you're right." She walked slowly over to Shadowsly. "You're right."

A lump formed in his throat as he faced her. "This has always been my goal, Fluttershy, to show you the truth. But not only that." The world around them began to dissolve, turning to dust on the wind. "I wanted to remake the world. For you, Fluttershy." The dust began to swirl faster and faster obscuring all vision outside of the circle where the two stood. "A world without anger."

The dust settled down and the two stood on a green hill, wildflowers sprinkled about. The hills rolled on in every direction. Mountains stood off to their right, and a forest to their right. Directly in front of them lay Ponyville, remade and whole.

"I wanted to make a perfect world." He turned to face her. "I was wrong earlier. My hate leeched into your friends' minds, and caused those actions. Your friends do care for you, Fluttershy."

"But... but you said... you showed me-"

"A reality I created unintentionally through my hate. Twilight thought you were killed when she made that statement. I'm sorry. I twisted their minds and yours." He looked up at Fluttershy. "Can you forgive me?"

"No." A group of five ponies walked over the crest of the hill. "Can you forgive us?"

"Everyone!" Fluttershy called as she recognized her friends.

"It was our fault that this happened in the first place." Said Twilight Sparkle. "We shouldn't have interrupted you or ignored you like we did. That's not how friends treat friends."

"You shouldn't think like that, Twilight. This was Discord's fault and his alone. It was his magic that made me." He looked off. "But all of you that changed me." The red from his horns and eyes began to fade, draining away, and were replaced by the silver of his mane His cutie mark faded and his wings collapsed back into scrap metal.

"What just happened there?" Twilight asked.

"I have no more hate. No more magic, it would seem, either." He looked down at himself then back up again. A strange look came over his face. The six elements of discord came out of his skin all at once. They hovered for a moment before shooting off. As they flew away, Shadowsly muttered a few words, and each element became encased in red, before shooting off, each on in a different direction.

"Not completely without magic, it would seem." Shadowsly said. A silver plus faded into view where his old cutie mark had been.

"What did you just do?" Twilight asked.

"I made it so that no one may ever possess all six elements at once." He said, turning to face her.

"All of that, and you just up and change, huh?" Rainbowdash asked.

"Yes. No one will remember any of it, though. That was a change I'd made when I remade the world.

"It's been a long day. We should all head home." Twilight said. The six friends turned and started down the hill.

On the way past, Fluttershy stopped and said, "Thank you. I think somehow you've actually made things better." She ran down to catch up to her friends.

Twilight stopped and looked back as her friends walked past her. "Aren't you coming, Shadowsly?"

"You said it was time to go home. That is something I don't have." He said, solemn and sad as he looked away.

"Ponyville is as much your home as ours." She thought for a moment. "I... have an extra room. If you'd like to stay with me, that is."

The edges of Shadowsly's mouth turned upwards, slowly at first, until a smile broke over his face. This smile was not malicious, not sadistic. It was just happy. "I would." He said, trotting down to them.

The seven walked down to the new old Ponyville as the sun reached its zenith.

A Note From The Author

This started out as an anti-fanfic, as I called it, but I couldn't seem to bring myself to write the ending I'd originally had in mind. I have only my romantic side to blame, I suppose. I've been writing this 'short' story on and off for the better part of a year, so I'd had the shadow idea long before I'd heard of season three so please don't give me some random comment of 'rip-off' or 'unoriginal'. I'm rather tempted to create a mini-series that follows this story. This idea came from my randomly deciding what my pony would be called/look like/be able to do if I had one. Kinda funny given that I hated My Little Pony at the time. Now, I suppose I'm officially a brony, so, yeah. I thought I did a decent job representing the characters' personalities, but be sure to tell me what you think about the story in general and all that. The following are a few of my notes to help in understanding: The Lunarium is, I'm fairly certain, not canon. I just needed a place for the scene, and I figured that Luna might have gone back to work moving the moon, so I came up with that. Redmane is a pun off of 'redneck' for those of you who didn't get the joke. Finally, Shadowsly's new cutie mark, the silver plus, represents healing magic, which would be his specialty if I do create a mini-series. Thanks for your time, and please be sure to leave a comment as to whether or not you'd like me to create a mini-series based off of this.


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